1 DEFINITIONS
In this document the following words shall have the following meanings:
1.1 “Customer” means the organisation or person who buys services from the “Company”;
1.2 “Services” means the product to be supplied to the Customer from the Company;
1.3 “Intellectual Property Rights” means all patents, registered and unregistered designs, copyright, trade marks, know-how and all other forms of intellectual property wherever in the world enforceable;
1.4 “List Price” means the list of prices of the Services maintained by the Company as amended from time to time. The ‘list price’ for all services is shown on purchase order requests and invoices. Fixed price menus are available on request. Please note that a 20 minute paid meal/rest break is included within the cost of an 8 hour or more shift coverage, booked by the customer.
1.5 “Company” means Paul Clark Services Ltd, Unit 1C, Whitehill Industrial Estate, Royal Wootton Bassett, Wiltshire, SN4 7DB. Registered in England, Registration number 4413501. D-U-N-S number 42-425-9153. VAT number 718032947. Registered office 30-31 St James Place Mangotsfield, Bristol, AVON, BS16 9JB.
2 GENERAL
2.1 These Terms and Conditions shall apply to all contracts for the sale of Services by the Company to the Customer to the exclusion of all other terms and conditions referred to, offered or relied on by the Customer whether in negotiation or at any stage in the dealings between the parties, including any standard or printed terms tendered by the Customer, unless the Customer specifically states in writing, separately from such terms, that it wishes such terms to apply and this has been acknowledged by the Company in writing.
2.2 Any variation to these Terms and Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Company.
3 PRICE AND PAYMENT
3.1 The price shall be that in the Companies current List Price, or such other price as the parties may agree in writing. The price is exclusive of VAT or any other applicable costs.
3.2 Payment of the price and VAT and any other applicable costs shall be due within 30 days of the date of the Companies invoice following delivery of the goods or services. Payment terms other than these may be agreed between The Company and Customer and will be confirmed in writing by the Company to the Customer.
3.3 The Company shall be entitled to charge interest on overdue invoices from the date when payment becomes due from day to day until the date of payment at a rate of 8.00% per annum above the base rate of the Bank of England.
3.4 If payment of the price or any part thereof is not made by the due date, the Company shall be entitled to:
3.4.1 require payment in advance of production in relation to any Services not previously delivered;
3.4.2 refuse to make production of any undelivered Services whether ordered under the contract or not and without incurring any liability whatever to the Customer for non-delivery or any delay in delivery;
3.4.3 terminate the contract or proposed services not yet provided.
3.5 Prices other than “List Price” may be agreed from time to time between Company and Customer and will be confirmed in writing by the Company to the Customer.
4 DESCRIPTION
Any description given or applied to the Services is given by way of identification only and the use of such description shall not constitute a sale by description. For the avoidance of doubt, the Customer hereby affirms that it does not in any way rely on any description when entering into the contract.
5 SAMPLE
Where a sample of the Services is shown to and inspected by the Customer, the parties hereto accept that such a sample is so shown and inspected for the sole purpose of enabling the Customer to judge for itself the quality of the Services to be provided, and not so as to constitute a sale by sample.
6 SERVICE DELIVERY
6.1 Unless otherwise agreed in writing, delivery of the Services shall take place at the address specified by the Customer on the date specified and agreed by both parties following the Customers request. The Customer shall make all arrangements necessary to take delivery of the Services being provided.
6.2 The date of delivery specified by the Customer is to be confirmed by the Company, and the Company will ensure that all engineers requested arrive at the agreed time(s).
7 RETENTION OF TITLE
The risk in the Services shall pass from the Company to the Customer upon delivery of such Services to the Customer. However, notwithstanding delivery and the passing of risk in the Goods, title and property in the Services, including full legal and beneficial ownership, shall not pass to the Customer until the Company has received in cash or cleared funds payment in full for all Services delivered to the Customer under this and all other contracts between the Company and the Customer for which the full price of the Services there under has not been paid. Payment of the full price of the Services shall include the amount of any interest or other sum payable under the terms of this and all other contracts between the Company and the Customer under which the Services provided.
8 WARRANTY
8.1 Where the Services have been undertaken by the Company and are found to be defective, the Company shall repair, or in its sole discretion, replace defective parts free of charge within 6 months, 25,000 miles or 1,000 hours from the date of completion. For full Warranty details please refer to the Companies published Warranty Policy. Please also note the following conditions:
8.1.1 the Customer notifying the Company immediately upon the defect arising.
8.1.2 the defect being due to the faulty parts, materials or workmanship of the Company.
8.2 Any Services or materials to be repaired or replaced shall be returned to the Company at the Customers expense, if so requested by the Company.
8.3 Where the materials have been manufactured and supplied to the Company by a third party, any warranty granted to the Company in respect of the materials shall be passed on to the Customer.
8.4 The Company shall be entitled in its absolute discretion to refund the price of the defective Services in the event that such price has already been paid.
8.5 The remedies contained in this Clause are without prejudice to the other Terms and Conditions herein, including, but without limitation, Clauses 9 and 10 below.
9 LIABILITY
9.1 No liability of any nature shall be incurred or accepted by the Company in respect of any representation made by the Company, or on its behalf, to the Customer, or to any party acting on its behalf, prior to the making of this contract where such representations were made or given in relation to:
9.1.1 the correspondence of the Services with any description;
9.1.2 the quality of the Services; or
9.1.3 the fitness of the Services for any purpose whatsoever.
9.2 No liability of any nature shall be accepted by the Company to the Customer in respect of any express term of this contract where such term relates in any way to:
9.2.1 the correspondence of the Services with any description;
9.2.2 the quality of the Services; or
9.2.3 the fitness of the Services for any purpose whatsoever.
9.3 All implied terms, conditions or warranties as to the correspondence of the Services to any description or the satisfactory quality of the Services or the fitness of the Services for any purpose whatsoever (whether made known to the Company or not) are hereby excluded from the contract, including associated costs such as loss of use and consequential damages as far as reasonably foreseeable.
10 LIMITATION OF LIABILITY
10.1 Where any court or arbitrator determines that any part of Clause 9 above is, for whatever reason, unenforceable, the Company shall be liable for all loss or damage suffered by the Customer but in an amount not exceeding the contract price.
10.2 Nothing contained in these Terms and Conditions shall be construed so as to limit or exclude the liability of the Company for death or personal injury as a result of the Companies negligence or that of its employees or agents.
11 INTELLECTUAL PROPERTY RIGHTS
All Intellectual Property Rights produced from or arising as a result of the performance of this Agreement shall, so far as not already vested, become the absolute property of the Company, and the Customer shall do all that is reasonably necessary to ensure that such rights vest in the Company by the execution of appropriate instruments or the making of agreements with third parties.
12 FORCE MAJEURE
The Company shall not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and the Seller shall be entitled to a reasonable extension of its obligations. If the delay persists for such time as the Seller considers unreasonable, it may, without liability on its part, terminate the contract.
13 RELATIONSHIP OF PARTIES
Nothing contained in these Terms and Conditions shall be construed as establishing or implying any partnership or joint venture between the parties and nothing in these Terms and Conditions shall be deemed to construe either of the parties as the agent of the other.
14 ASSIGNMENT AND SUB-CONTRACTING
The contract between the Customer and Company for the sale of Services shall not be assigned or transferred, nor the performance of any obligation sub-contracted, in either case by the Customer, without the prior written consent of the Company.
15 WAIVER
The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement.
16 SEVERABILITY
If any term or provision of these Terms and Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Terms and Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated.
17 GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with the law of England and the parties hereby submit to the exclusive jurisdiction of the English courts.
